Cap. 386 Art. 218Dissolution and winding up application.

(1) A request to the court (hereinafter referred to as the "winding up application") for the -

(a) winding up of a company by the court in accordance with article 214(1)(a); or

(b) dissolution and winding up of a company by the court in accordance with article 214(2)(a); or

(c) dissolution and winding up of a company in accordance with article 214(2)(b), shall be made by means of an application which may be made either by the company following a decision of the general meeting or by its board of directors, or by any debenture holder, creditor or creditors, or by any contributory or contributories:

Provided that an application in terms of paragraphs (b) or

(c) may also be made by any shareholder or director of the company.

(2) Except as provided in sub-article (3), a contributory shall not be entitled to make a winding up application unless -

(a) the shares in respect of which he is a contributory, or some of them, either were originally allotted to him, or have been held by him, and registered in his name, for at least six months during the eighteen months before the date of the company’s dissolution, or have devolved on him through the death of a former shareholder; or

(b) the number of members was reduced and remains reduced below the minimum prescribed by article 72 while he holds shares in respect of which he is a contributory.

(3) Notwithstanding the provisions of sub-article (1), a person who is liable under article 217 to contribute to a company’s assets in the event of its dissolution may only file a winding up application on either of the grounds set out in article 214(2)(a)(ii) and (b)(iii).

(4) The Registrar may file a winding up application where it appears to him that it is expedient or in the public interest that a company should be dissolved and wound up for any of the reasons set out in article 214(2)(b)(ii) and (iii).

(5) By virtue of article 294, a winding up application for a winding up by the Court may be filed notwithstanding that a company is being wound up voluntarily. Such an application may also be made by the official receiver appointed in accordance with the provisions of article 225.

(6) The directors, the company secretary, and every contributory and creditor of the company shall be entitled to make submissions on the hearing of a winding up application made under this article.

(7) In the event of a winding up application made under sub-article (1)(c), if the court decides that the company shall be wound up voluntarily, the provisions of Sub-title II of this Title other than article 265 shall apply.

(8) On the making of a winding up application, a copy thereof shall forthwith be forwarded by the Registrar of Courts to the Registrar for registration.